SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 29, 2000
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(Date of earliest event reported)
Peoples Community Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-29949 31-1686242
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 S. Broadway, Lebanon, Ohio 45036
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(Address of principal executive offices) (Zip Code)
(513) 932-3876
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since
last report)
Page 1 of 5 Pages
Exhibit Index appears on Page 4
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On March 29, 2000, Peoples Community Bancorp, Inc. (the "Company")
consummated the previously announced merger ("Merger") of Harvest Home
Financial Corporation ("Harvest Home") with and into the Company. Upon
consummation of the Merger, each former stockholder of Harvest Home became
entitled to receive $9.00 in cash and 0.9 of a share of Company common stock,
par value $0.01 per share ("Company Common Stock"), for each former share of
common stock of Harvest Home, no par value per share ("Harvest Home Common
Stock"). Each outstanding option to purchase Harvest Home Common Stock was
canceled in exchange for the payment of the value of such options in cash. Up
to 787,760 shares of Company Common Stock will be issued upon exchange for
former shares of Harvest Home Common Stock. Prior to the date of the Merger,
Harvest Home was a bank holding company for Harvest Home Savings Bank
("Harvest Home Savings") which was principally engaged in the business of
attracting deposits from the general public and using such deposits, together
with funds generated from operations and borrowings, primarily to originate
one-to four-family residential loans in Ohio. As of December 31, 1999,
Harvest Home had total assets of $99.7 million, total deposits of $64.6
million and stockholders' equity of $9.9 million.
Additional information regarding the Merger is included in the Company's
registration statement on Form S-1 filed on December 17, 1999, as amended.
ITEM 5. OTHER EVENTS
On March 29, 2000, the Company also completed the mutual-to-stock
conversion ("Conversion") of The People's Building, Loan and Savings Company
("Peoples"), and the sale of 1,190,000 shares of Company Common Stock at
$10.00 per share for total gross proceeds of $11,900,000 million.
Immediately prior to the completion of the Conversion on March 29, 2000, The
Oakley Improved Building & Loan Company ("Oakley") merged with and into
Peoples. Oakley was an Ohio chartered mutual savings and loan association.
As of December 31, 1999, Oakley had total assets of $19.4 million, total
deposits of $15.9 million and retained earnings of $2.6 million.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
FINANCIAL STATEMENTS AND PRO FORMA DATA:
(a) The following audited financial statements of Harvest Home are
incorporated by reference to the Company's registration statement on Form S-1
filed with the Securities and Exchange Commission on December 17, 1999, as
amended:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of September 30, 1999
and 1998
Consolidated Statements of Earnings for the Years Ended September 30,
1999, 1998 and 1997
Consolidated Statements of Comprehensive Income for the Years Ended
September 30, 1999, 1998 and 1997
Consolidated Statement of Stockholders' Equity for the Years Ended
September 30, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended September 30,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
The following unaudited, consolidated interim financial statements of
Harvest Home are incorporated by reference to the Quarterly Report on Form
10-QSB for the quarter ended December 31, 1999 filed by Harvest Home with the
Securities and Exchange Commission:
Consolidated Statements of Financial Condition for the Three Months
Ended December 31, 1999 and 1998
Consolidated Statements of Earnings for the Three Months Ended December
31, 1999 and 1998
Consolidated Statements of Comprehensive Income for the Three Months
Ended December 31, 1999 and 1998
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Consolidated Statements of Cash Flows for the Three Months Ended
December 31, 1999 and 1998
Notes to Consolidated Financial Statements
(b) The pro forma financial information is incorporated by reference to
the Company's registration statement on Form S-1 filed with the Securities and
Exchange Commission on December 17, 1999, as amended, under the heading "Pro
Forma Unaudited Combined Consolidated Financial Information."
(c) EXHIBITS:
EXHIBIT NUMBER DESCRIPTION
2(i) Agreement and Plan of Merger, dated
as of September 30, 1999, by and
between the Company, Peoples and
Harvest Home.*
2(ii) Plan of Conversion, dated as of
September 30, 1999.*
99 Press Release issued by the Company
on March 29, 2000 with respect to the
closing.
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* This exhibit is incorporated by reference to the Company's registration
statement on Form S-1 as filed on December 17, 1999 as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEOPLES COMMUNITY BANCORP, INC.
Date: April 12, 2000 By: /s/ Jerry D. Williams
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Jerry D. Williams
President and
Chief Executive Officer
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EXHIBIT 99
PRESS RELEASE DATED MARCH 29, 2000
Press Release FOR IMMEDIATE RELEASE
Contact: Thomas J. Noe, Investor Relations
Telephone: (513) 531-2212
PEOPLES COMMUNITY BANCORP, INC.
COMPLETES INITIAL STOCK OFFERING
Lebanon, Ohio - (March 29, 2000) Jerry D. Williams, President and Chief
Executive Officer of Peoples Community Bank, successor to The People's
Building, Loan and Savings Company, ("Peoples"), headquartered in Lebanon,
Ohio, announced today that Peoples Community Bancorp, Inc., its newly-formed
holding company, has completed its initial stock offering. In addition Mr.
Williams announced that just prior to the conversion, People's merged with The
Oakley Improved Building and Loan Company, ("Oakley") located in Cincinnati,
Ohio and that immediately upon the completion of the conversion and stock
offering, People's completed its acquisition of Harvest Home Financial
Corporation, headquartered in Cheviot, Ohio, and its wholly owned subsidiary,
Harvest Home Savings Bank.
In connection with the conversion, Peoples Community Bancorp, Inc. sold
1,190,000 shares of common stock at $10.00 per share in a subscription
offering. Harvest Home stockholders will receive 0.9 of a share of Peoples
Community Bancorp, Inc. common stock plus $9 in cash for each share of Harvest
Home Financial common stock. Upon completion of the acquisition, Peoples
Community Bancorp, Inc. will have 1,977,760 shares outstanding
On March 24, 2000, People's and Oakley's members approved the Plan of
Conversion at Special Meetings that were held at the main offices of the
respective Banks. On that same date, the stockholders of Harvest Home
approved the acquisition by People's.
The shares of Peoples Community Bancorp, Inc. will be traded on the
NASDAQ National Market System under the symbol "PCBI". Keefe, Bruyette &
Woods, Inc managed the subscription offering. The shares of Harvest Home
previously traded on the NASDAQ under the symbol "HHFC".
The Board of Directors, Officers and Employees of Peoples', Oakley and
Harvest Home express their gratitude for the overwhelming support for the
transaction, pledge their best efforts toward the opportunities ahead, and
look forward to serving the needs of their customers and new stockholders.
Founded in 1889, Peoples is a federally chartered community and customer
oriented savings bank. Following the stock offering and acquisition, Peoples
will operate six full service offices in Warren, Clinton and Hamilton
Counties, Ohio with over $270 million in assets.
